Las Ventanas Retirement Community

“Effective january 1, 2010, humangood norcal , a related entity exempt under irc 501(c)(3), has been providing management services to humangood nevada.”

“Humangood cornerstone is a california nonprofit public benefit corporation exempt under irc 501(c)(3) and is the sole member of humangood nevada. Humangood, a california nonprofit public benefit corporation exempt under irc section 501(c)(3), is the sole member of humangood cornerstone.”

“As the sole member of humangood nevada, humangood cornerstone exercises its direction and control through the appointment of the board of directors.”

“The following transactions require approval by the members: - merger, consolidation or dissolution of the corporation; - amendment, repeal, or restatement of the articles of incorporation of bylaws; - aggregate borrowing for any purpose in excess of $50,000; - purchase, sale, lease, disposition, hypothecation, exchange, gift. Pledge, encumbrance or mortgage of any real property, and of any personal property with a value in excess of $50,000; - appointment of the independent auditor; - transactions outside the ordinary course of business.”

“The form 990 is reviewed by the cfo and furnished to the board of directors prior to filing.”

“In connection with any actual or possible conflict of interest, directors and officers must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. If the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“Compensation of the president/ceo and cfo of humangood (source of "related organization" compensation in part vii) is reviewed annually for market competitiveness and intermediate sanctions compliance by a compensation committee of the humangood board. Compensation of other officers and key employees is reviewed by the ceo with disclosure to the compensation committee. The humangood board members and president are independent with respect to the individuals whose compensation is being reviewed. The humangood board and president rely upon wage and salary studies and/or regular review by a compensation consultant to provide comparable salary data for their consideration. Decisions regarding compensation are documented on a contemporaneous basis.”

“The governing documents and financial statements are available for inspection upon request. Conflict of interest is not made available to the public.”

“The executive directors (eds) of humangood norcal managed communities are employees of humangood norcal and their compensation is fully reimbursed to humangood norcal from their community. The eds do not qualify under the definitions as a "key employee" for humangood norcal. Since the ed role is so significant in the community and the compensation is fully reimbursed, for purposes of form 990 reporting, eds are reflected on section vii as "highly compensated" employees and schedule j, part ii, line 1 as their compensation is paid by the organization and the ed's salary is included in salaries and benefits in the financial statement presentation.”

“Certain board members received a stipend for 2019 for their board and committee work related to humangood. No compensation is paid to any board members for their role on the humangood nevada board. Board stipends: commencing two years after the may 1, 2016 affiliation of humangood norcal and humangood socal, the seven-member humangood board began receiving general and meeting specific stipends for their service to the top governing organization, humangood. An evaluation was performed of similarly complex non-profit organizations to determine the reasonableness of the stipend amount for the hours committed to governance. No remuneration is attributable to service by these seven board members on boards of other humangood affiliates. The remuneration is taxable to each of the members and reported annually on form 1099 in addition to disclosure in the form 990. Based on receiving this remuneration and the advice of tax consultants, these board members are not reflected as being independent directors. Incentive compensation: executive directors, regional managers and senior management are eligible for incentive compensation. In advance of the calendar year to which incentive compensation applies, goals are set for each individual that align with the strategic and operational objectives of the organization. The goals of the ceo and executive team are reviewed by the board compensation committee. Before any payment is earned, the incentive pool must be funded, and is subject to a cap, from exceeding budgeted net cash production arising from the sum of operational performance and net turnover entrance fees. The attainment of each incentive goal is assessed by each team member's supervisor and ultimately reviewed by the ceo prior to award. If the incentive pool is partially funded, the partial percentage is applied to the potential award for each member's attained goals.”

“Change in future service obligation 5,050,000.”